TRILLIUM CAPITAL ISSSUES PROPOSAL TO ACQUIRE GETTY IMAGES FOR $10 PER SHARE

Rhea-AI Summary

Trillium Capital LLC announced a non-binding proposal to acquire Getty Images Holdings (NYSE: GETY) for $10 per share in cash on April 24, 2023. The proposal is contingent upon various factors, including engagement by Getty's Board of Directors, satisfactory due diligence, financing arrangements, and regulatory approvals. Trillium Capital's principals currently hold significant shares in Getty, with potential for the Getty Family and other major shareholders to roll some of their shares into the transaction. If accepted, Trillium's Managing Partner would join Getty's Board as Chairman, leveraging experience in corporate governance and strategy. The proposal aims to create substantial value for Getty shareholders.

Positive

• Trillium proposes to acquire Getty at $10 per share, indicating a potential premium for shareholders.
• The acquisition could facilitate strategic governance with Trillium's Managing Partner joining Getty's Board.
• Potential for major shareholders to roll their shares into the deal, indicating strong interest in the acquisition.

Negative

• The proposal is non-binding and contingent on various factors, raising uncertainty about its execution.
• Trillium may withdraw the proposal at any time without notice, creating risk for shareholders.

BOSTON, April 24, 2023 /PRNewswire/ -- Today, Trillium Capital LLC announced a non-binding proposal to acquire Getty Images Holding, Inc. (NYSE: GETY) ("Getty" or the "Company") for $10 per share in cash.

The principals of Trillium Capital LLC own hundreds of thousands of shares of common stock and common stock equivalents of Getty. Our non-binding proposal is contingent upon a number of things. These include immediate engagement by the Board of Directors of Getty (the "Board"), completion of satisfactory due diligence, obtaining satisfactory financing arrangements, entering a satisfactory purchase & sale contract, filing and completion of all regulatory matters related to our non-binding proposal and approval of shareholders, to name a few things. We may require other things to complete our non-binding proposal that we will determine at our sole discretion.

We may consider permitting the holders of the large block of shares of Getty (The Getty Family, Koch Industries and Neuberger Berman) who own over 80% of the shares outstanding to roll some or all their shares into our transaction. The principals of Trillium Capital will hold their shares of common stock of the Company if our non-binding proposal reaches a favorable conclusion.

Should our non-binding proposal be accepted, and we close the proposed transaction, we would expect that our Managing Partner will join the Board of Getty and become its Chairman. He has decades of experience in corporate governance, strategy, finance, technology and building scale companies. 

We urge the Board to enter a non-disclosure agreement with us and allow us to commence due diligence as soon as possible. We may withdraw our non-binding proposal at any time without notice.

We believe that our non-binding proposal might create substantial value for the shareholders of Getty.

SPECIAL NOTE REGARDING THIS LETTER:

THIS LETTER CONTAINS OUR CURRENT VIEWS ON THE VALUE OF SECURITIES CONDUENT INCORPORATED AND CERTAIN ACTIONS THAT THE BOARD OF DIRECTORS OF GETTY MIGHT TAKE TO ENHANCE THE VALUE OF ITS SECURITIES. OUR VIEWS ARE BASED ON OUR OWN ANALYSES OF PUBLICLY AVAILABLE INFORMATION AND ASSUMPTIONS WE BELIEVE TO BE REASONABLE. THERE CAN BE NO ASSURANCE THAT THE INFORMATION WE CONSIDERED AND ANALYZED IS ACCURATE OR COMPLETE. SIMILARLY, THERE CAN BE NO ASSURANCE THAT OUR ASSUMPTIONS ARE CORRECT. THE ACTUAL PERFORMANCE AND RESULTS OF GETTY MAY DIFFER MATERIALLY FROM OUR ASSUMPTIONS AND ANALYSES.

THIS LETTER ALSO REFERENCES THE SIZE OF OUR RESPECTIVE CURRENT HOLDINGS OF GETTY. OUR VIEWS AND OUR HOLDINGS COULD CHANGE AT ANY TIME. WE MAY TAKE ANY OF THESE OR OTHER ACTIONS REGARDING GETTY WITHOUT UPDATING THIS LETTER OR PROVIDING ANY NOTICE WHATSOEVER OF ANY SUCH CHANGES (EXCEPT AS OTHERWISE REQUIRED BY LAW). WE MAY SELL OR SOME OF ALL OF OUR HOLDINGS OF GETTY AT ANY TIME WITHOUT NOTICE.

FORWARD-LOOKING STATEMENTS:

Certain statements contained in this letter are forward-looking statements including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties. Due to such risks and uncertainties, actual events or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements. Forward-looking statements can be identified by the use of the future tense or other forward-looking words such as "believe," "might, "expect," "anticipate," "intend," "plan," "estimate," "should," "could," "may," "will," "objective," "projection," "forecast," "continue," "strategy," "position" or the negative of those terms or other variations of them or by any comparable terminology.

Important factors that could cause actual results to differ materially from the expectations set forth in this letter include, among other things, the factors identified in the public filings Getty and generally available in the market. Such forward-looking statements should therefore be construed considering such factors, and we are under no obligation, and expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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SOURCE Trillium Capital LLC

FAQ

What is Trillium's proposal for Getty Images?

Trillium Capital proposed to acquire Getty Images for $10 per share in cash.

When was the acquisition proposal announced for GETY?

The proposal was announced on April 24, 2023.

What conditions are attached to Trillium's proposal for Getty?

The proposal is contingent upon Board engagement, satisfactory due diligence, financing arrangements, regulatory approvals, and a purchase contract.

Who holds significant shares in Getty that might impact the acquisition?

Major shareholders like the Getty Family, Koch Industries, and Neuberger Berman hold over 80% of Getty's shares.

What value does Trillium believe the acquisition will create?

Trillium believes the acquisition might create substantial value for Getty shareholders.